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Auditor Report of The Anandam Rubber Company Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of The Anandam Rubber Company Limited (L25191KL1942PLC000045) ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. There were no pending litigations which would impact the financial position of the Company

ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts. and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M/S. THE ANANDAM

RUBBER COMPANY LIMITED

The Annexure referred to in our Independent Auditors' Report to the members of THE ANANDAM RUBBER COMPANY LIMITED (L25191KL1942PLC000045) on the financial statements for the year ended 31 March 2015, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in every year. In accordance with this programme, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company has no inventories Thus, paragraph 3(ii) of the Order is not applicable.

(iii) The Company has not granted any loans to persons covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'). Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of investments. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) As per the information and explanations given to us, cost record has not been prescribed for the company by the Central Government under section 148(1) of the Act,

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company is regular in depositing its un disputed statutory dues with the appropriate authorities

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For MOHAN & RAVI Chartered Accountants FRN:5167 S

C A Venkiteswaran T N (Partner) Kochi, 20 May 2015 M. No: 217768


Mar 31, 2014

We have audited the accompanying financial statements of THE ANANDAM RUBBER COMPANY LIMITED (L25191KL1942PLC000045) (“the Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting standards notified under sub section (3C) of Sec 311 of the Companies Act,1956 ( “the Act”) read with the General Circular 15/2013 dated 13/9/2013 of the Ministry of Corporate Affairs in respect of Sec 133 of the Companies Act,2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Act:

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXIJRE TO INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M/S. THE ANANDAM

RUBBER COMPANY LIMITED

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of THE

ANANDAM RUBBER COMPANY LIMITED (L25191KL1942PLC000045) on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

i) In respect of fixed assets:-

a. The Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets.

b. As explained to us the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. As per the information and explanation given to us, the company has not disposed off during the year any substantial part of its fixed assets that would affect the going concern.

ii) In respect of inventory:-

The Company has no inventories. Hence clause (ii) of paragraph (4) of the Companies (Auditor's Report) order 2003 is not applicable to the Company.

iii) In respect of loans secured or unsecured granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 ( “the Act”):-

a. The Company has not granted or taken any loan to companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence clauses b, c and d of clause (iii) are not applicable.

b. The company had taken two unsecured interest free loans during the year under audit from parties covered in the register maintained under Section 301 of the companies Act, 1956 and the same had refunded within the year under audit. The maximum amount out standing was Rs 10 lacs and Rs 5.25 lacs each.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements that needed to be entered into a register in pursuance of section 301 of the Companies Act have been so entered.

vi) The company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and provisions of Section 58A and 58AA or any other relevant provisions of the companies Act , 1956 and rules framed there under are not applicable for the period under audit .

vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii) As per the information and explanations given to us, cost record has not been prescribed for the company by the Central Government under clause (d) of sub section (1) of section 209 of the companies Act, 1956.

ix) In respect of statutory dues: -

a. The company has been generally regular in depositing undisputed statutory dues with the appropriate authorities during the year. There are no arrears of outstanding dues as on 31 March, 2014 for a period of more than 6 months from date they became payable. b) According to the information and explanations given to us, there are no dues of sales tax, income tax , customs duty, wealth tax, service tax , excise duty and cess which have not been deposited on account of any dispute.

x) The Company has no accumulated losses at the end of the year under audit. The company has not incurred cash losses during the financial year covered under our audit and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii) As per the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) No special statutes regarding chit funds are applicable to the company. There is no nidhi /mutual benefit fund/society business.

xiv) The company has maintained proper records of transactions in shares, securities, debentures and other investment and timely entries have been made therein. Shares, Securities, Debentures and other investments have been held by the company in its own name except to the extent of exemption granted.

xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

xvi) No term loans were obtained by the Company during the year under audit.

xvii) No short term funds have been used for long term investment and vice versa.

xviii) During the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix) The company has not issued any debentures and hence Clause 4 (19) of the Companies

(Auditors Report) Order, 2003 is not applicable to the company.

xx) During the year covered by our report, the company has not raised any money by way of public issue.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For MOHAN & RAVI Chartered Accountants FRN:5167 S

Sd/-

C A Venkiteswaran T N (Partner) M. No: 217768 Ernakulam, 29 May 2014


Mar 31, 2013

We have audited the accompanying financial statements of THE ANANDAM RUBBER COMPANY LIMITED (L25191KL1942PLC000045) ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Act:

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M/S. THE ANANDAM

RUBBER COMPANY LIMITED

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of THE ANANDAM RUBBER COMPANY LIMITED (L25191KL1942PLC000045) on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

i) In respect of fixed assets:-

a. The Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets.

b. As explained to us the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. As per the information and explanation given to us, the company has not disposed off during the year any substantial part of its fixed assets that would affect the going concern.

ii) In respect of inventory:-

The Company has no inventories. Hence clause (ii) of paragraph (4) of the Companies (Auditor's Report) order 2003 is not applicable to the Company.

iii) In respect of loans secured or unsecured granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:-

a. The Company has not granted or taken any loan to companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence clauses b, c and d of clause (iii) are not applicable.

e. The company has taken unsecured interest free loans from its Directors covered in the register maintained under Section 301 of the companies Act, 1956. The maximum amount involved during the year was Rs. 23, 50, 000/-- and no outstanding balances at the end of the financial year.

f. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301of the companies Act ,1956 are not, prima facie, prejudicial to the interest of the company.

g. The question of regularity on payment of interest does not arise as the loans are interest free. The terms of repayment of loans are not stipulated.

THE ANANDAM RUBBER COMPANY LIMITED

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements that needed to be entered into a register in pursuance of section 301 of the Companies Act have been so entered.

b) The Company had entered in to a contract for selling one of its investment to the directors the selling price is reasonable having compared to the prevailing market price at the relevant time.

vi) The company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and provisions of Section 58A and 58AA or any other relevant provisions of the companies Act , 1956 and rules framed there under are not applicable for the period under audit .

vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii) As per the information and explanations given to us, cost record has not been prescribed for the company by the Central Government under clause (d) of sub section (1) of section 209 of the companies Act, 1956.

ix) In respect of statutory dues: -

a) The company has been generally regular in depositing undisputed statutory dues with the appropriate authorities during the year. There are no arrears of outstanding dues as on 31 March, 2013 for a period of more than 6 months from date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, income tax , customs duty, wealth tax, service tax , excise duty and cess which have not been deposited on account of any dispute.

x) The Company has no accumulated losses at the end of the year under audit. The company has not incurred cash losses during the financial year covered under our audit and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii) As per the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) No special statutes regarding chit funds are applicable to the company. There is no niche /mutual benefit fund/society business.

xiv) The company has maintained proper records of transactions in shares, securities, debentures and other investment and timely entries have been made therein. Shares, Securities, Debentures and other investments have been held by the company in its own name except to the extent of exemption granted.

xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

xvi) No term loans were obtained by the Company during the year under audit.

xvii) No short term funds have been used for long term investment and vise versa.

xviii) During the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix) The company has not issued any debentures and hence Clause 4 (19) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

xx) During the year covered by our report, the company has not raised any money by way of public issue.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Mohan & Ravi Chartered Accountants FRN: 5167 S

Sd/- C A Venkiteswaran T N (Partner) M. No: 217768

Ernakulam, May 28, 2013


Mar 31, 2012

1) We have audited the attached Balance Sheet of THE ANANDAM RUBBER COMPANY LIMITED (L25191KL1942PLC000045), as at 31st March 2012, and also the statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis of our opinion.

3) As required by the Companies (Auditors Report) Order, 2003 issued by the Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4) Further to our comments in the Annexure referred to above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

iii) The Balance Sheet and the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section [3C] of section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the directors, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as director in terms of clause(g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies and notes there on, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012; and

b. in the case of the Statement of Profit and Loss , of the Profit of the Company for the year ended on that date.

c. In the case of the Cash Flow Statement of the cash flow, for the year end on that date.

COMPANY LIMITED

Referred to Paragraph 3 of our report of even date - we report that:

i) In respect of fixed assets:-

a) The Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets.

b) As explained to us the fixed assets have been physically verified by the management during the year in a phased periodical manner and no material discrepancies were noticed on such verification.

c) As per the information and explanation given to us, the company has not disposed off during the year any substantial part of its fixed assets that would affect the going concern.

ii) In respect of inventory:-

The Company has no inventories. Hence clause (ii) of paragraph (4) of the Companies (Auditor's Report) order 2003 is not applicable to the Company.

iii) In respect of loans secured or unsecured granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:-

a) The Company has not granted or taken any loan to companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence clauses b, c and of clause (iii) are not applicable.

e) The company has taken unsecured interest free loans from its two Directors covered in the register maintained under Section 301 of the companies Act, 1956. The maximum amount involved during the year was Rs. 21, 50, 000/-- and the year-end balance of loans taken from such parties was Rs. 21, 50,000/-.

f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301of the companies Act ,1956 are not, prima facie, prejudicial to the interest of the company.

g) The question of regularity on payment of interest does not arise as the loans are interest free. The terms of repayment of loans are not stipulated.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements that needed to be entered into a register in pursuance of section 301 of the Companies Act have been so entered.

b) According to the information and explanations given to us, we are of the opinion that each of these transactions made in pursuance to such contracts or arrangement have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

vi) The company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and provisions of Section 58A and 58AA or any other relevant provisions of the companies Act , 1956 and rules framed there under are not applicable for the period under audit .

vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii) As per the information and explanations given to us, cost record has not been prescribed for the company by the Central Government under clause (d) of sub section (1) of section 209 of the companies Act, 1956.

ix) In respect of statutory dues: -

a. The company has been generally regular in depositing undisputed statutory dues with the appropriate authorities during the year. There are no arrears of outstanding dues as on 31 March, 2012 for a period of more than 6 months from date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, income tax , customs duty, wealth tax, service tax , excise duty and cess which have not been deposited on account of any dispute.

x) The Company has no accumulated losses at the end of the year under audit. The company has not incurred cash losses during the financial year covered under our audit and in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii) As per the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) No special statutes regarding chit funds are applicable to the company. There is no niche /mutual benefit fund/society business.

xiv) The company has maintained proper records of transactions in shares, securities, debentures and other investment and timely entries have been made therein. Shares, Securities, Debentures and other investments have been held by the company in its own name except to the extent of exemption granted.

xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

xvi) No term loans were obtained by the Company during the year under audit.

xvii) No short term funds have been used for long term investment and vise versa.

xviii) During the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix) The company has not issued any debentures and hence Clause 4 (19) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

xx) During the year covered by our report, the company has not raised any money by way of public issue.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For MOHAN & RAVI Chartered Accountants

(Sd/-) C A Ramanadhan T (Partner) M.No. 216851 FR No.5167 S

Ernakulam May 28, 2012

 
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